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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1*
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
QVC, INC.
(Name of Subject Company)
QVC PROGRAMMING HOLDINGS, INC.
COMCAST CORPORATION
TELE-COMMUNICATIONS, INC.
(Bidders)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
747262 10 3
(CUSIP Number of Class of Securities)
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STANLEY L. WANG STEPHEN M. BRETT
COMCAST CORPORATION TELE-COMMUNICATIONS, INC.
1500 MARKET STREET 5619 DTC PARKWAY
PHILADELPHIA, PA 19102 ENGLEWOOD, CO 80111
(215) 981-7510 (303) 721-5400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
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Copies to:
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DENNIS S. HERSCH FREDERICK H. MCGRATH
DAVIS POLK & WARDWELL BAKER & BOTTS, L.L.P.
450 LEXINGTON AVENUE 885 THIRD AVENUE
NEW YORK, NY 10017 NEW YORK, NY 10022
(212) 450-4000 (212) 705-5000
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* This Statement also constitutes Amendment No. 3 to the Schedule 13D filed by
Tele-Communications, Inc. and Amendment No. 24 to the Schedule 13D filed by
Comcast Corporation in each case with respect to the securities of the Subject
Company.
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QVC Programming Holdings, Inc., Comcast Corporation and
Tele-Communications, Inc. (collectively, the "Bidders") hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission (the "Commission") on August 11, 1994, as
previously amended and supplemented (the "Schedule 14D-1") with respect to
Bidders' Offer to Purchase for cash all outstanding shares of Common Stock and
Preferred Stock of the Company.
Information contained in the Schedule 14D-1 as hereby amended with respect
to Comcast, Liberty, TCI and the Purchaser and their respective executive
officers, directors and controlling persons is given solely by such person, and
no other person has responsibility for the accuracy or completeness of
information supplied by such other persons.
Capitalized terms used but not defined herein have the meaning assigned to
them in the Offer to Purchase and the Schedule 14D-1 (as hereby amended).
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is filed by the Purchaser, Comcast and TCI. The
information set forth under "Introduction", "The Tender Offer -- 7. Certain
Information Concerning the Purchaser and the Parent Purchasers" in, and in
Schedule II ("Certain Information Regarding the Directors and Executive Officers
of the Purchaser and the Parent Purchasers") to the Offer to Purchase is
incorporated herein by reference.
(e)-(f) None of the Purchaser, the Parent Purchasers, or, to the best
knowledge of the Purchaser and the Parent Purchasers, any of the persons listed
in Schedule II ("Certain Information Regarding the Directors and Executive
Officers of the Purchaser and the Parent Purchasers") to the Offer to Purchase,
has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
(g) The information set forth in Schedule II ("Certain Information
Regarding the Directors and Executive Officers of the Purchaser and the Parent
Purchasers") to the offer to Purchase is incorporated herein by reference.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth under "Introduction", "Special
Factors -- Background of the Transaction", "-- Purpose of the Transaction",
"-- Plans for the Company After the Merger", "-- Interests of Certain Persons in
the Transaction" and "The Tender Offer -- 7. Certain Information Concerning the
Purchaser and the Parent Purchasers" in the Offer to Purchase is incorporated
herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth under "Introduction", "Special
Factors -- Background of the Transaction", "-- Interests of Certain Persons in
the Transaction" and "The Tender Offer -- 7. Certain Information Concerning the
Purchaser and Parent Purchasers", in, and in Schedule II ("Certain Information
Regarding the Directors and Executive Officers of the Purchaser and the Parent
Purchasers") to, the Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) On August 11, 1994, Comcast issued a press release reporting results
for the three and six months ended June 30, 1994. A copy of the press release is
attached as Exhibit (a)(9) hereto and is hereby incorporated herein by
reference, and the foregoing description of such press release is qualified in
its entirety by reference to such exhibit. On August 11, 1994, Comcast filed
with the Commission its Quarterly Report on Form 10-Q for the quarter ended June
30, 1994, which report may be examined at, and a copy of which may be obtained
from, the offices of the Commission in the same manner as set forth with respect
to the Company under "The Tender Offer -- 6. Certain Information Concerning the
Company."
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) -- Text of Press Release issued by Comcast on August 11, 1994.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 15, 1994
QVC PROGRAMMING HOLDINGS, INC.
By: /s/ JULIAN A. BRODSKY
........................................
Name: Julian A. Brodsky
Title: Vice Chairman
COMCAST CORPORATION
By: /s/ JULIAN A. BRODSKY
........................................
Name: Julian A. Brodsky
Title: Vice Chairman
TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
........................................
Name: Stephen M. Brett
Title: Executive Vice President
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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(a)(9) -- Text of Press Release issued by Comcast on August 11, 1994.
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FOR IMMEDIATE RELEASE
COMCAST REPORTS SECOND QUARTER RESULTS
Philadelphia, PA August 11, 1994 . . . Comcast Corporation today reported
results for the three and six months ended June 30, 1994. Revenues for the three
months ended June 30, 1994 were $340,640,000, as compared to revenues of
$340,083,000 for the same period in 1993. Comcast reported operating cash flow
of $148,553,000, a decline of 6.9% from operating cash flow of $159,605,000 for
the prior year's quarter, due primarily to Federal regulation of the cable
industry. The Company reported a net loss of $12,879,000 or $0.05 per share for
the three months ended June 30, 1994, in contrast to a net loss of $17,129,000
for the prior year's quarter, or $0.08 per share.
Revenues for the six months ended June 30, 1994 were $669,343,000, as
compared to revenues of $665,308,000 for the same period in 1993. The Company
reported operating cash flow of $290,073,000, a decline of 5.2% from operating
cash flow of $305,935,000 for the prior year's period. Comcast reported a net
loss of $40,236,000 or $0.17 per share for the six months ended June 30, 1994,
in contrast to a net loss of $783,719,000 or $3.72 per share for the prior
year's period. The net loss for the prior year's period included a one-time
charge of $742,734,000 due to the adoption of Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes," SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," and
SFAS No. 112, "Accounting for Postemployment Benefits." Ongoing reported losses
are associated with financing costs, non-cash charges such as depreciation and
amortization and equity in net losses of affiliates.
Brian L. Roberts, President of Comcast stated, "Subscriber growth in our
cable and cellular businesses continued at a very healthy pace during the second
quarter. The cable division had another outstanding quarter, in terms of basic
and pay subscriber additions; however, growth in revenues and operating cash
flow was impacted by Federal regulation of the cable industry. Comcast's
cellular operations again benefited from the healthy consumer demand for
wireless services. During the second quarter, cellular subscriber additions
proceeded at the vigorous pace set during the last two quarters."
Mr. Roberts continued, "Recently, Comcast announced two significant
transactions which, when completed, will allow us to expand the Company's role
as a leading provider of advanced communications services. On August 5, 1994,
Comcast, Liberty Media Corporation and QVC, Inc. entered into a definitive
merger agreement pursuant to which Comcast and Liberty will acquire QVC. QVC
stockholders will receive $46 in cash per share of QVC Common Stock."
Mr. Roberts added, "QVC has a well-established brand image along with a
strong and ever-growing customer base. The tremendous input of Barry Diller in
developing new visions for electronic retailing will enable the company to reach
out and more fully realize its potential. The combination of Comcast and Liberty
with QVC makes excellent strategic sense and helps fulfill our long-standing
vision to build a strong programming capability for Comcast."
Mr. Roberts concluded, "In June, 1994 Comcast announced an agreement to
purchase the U.S. cable television and alternate access operations of Maclean
Hunter Limited for approximately $1.3 billion. Maclean Hunter's properties are a
great operational fit with our existing systems in New Jersey, Florida and
Michigan. We believe that the cable television business has a bright future, and
remain committed to expanding our operations so that Comcast will continue to be
a major distributor of quality entertainment, information and communications
services to residences and businesses across the country."
Comcast Corporation is principally engaged in the development, management
and operation of cable communications networks. The Company's consolidated and
pro-rated affiliated operations served approximately 3.0 million cable
subscribers at June 30, 1994. After completion of the acquisition of Maclean
Hunter's United States cable properties, Comcast's consolidated and pro-rated
affiliated operations will serve approximately 3.5 million cable subscribers,
making it the third largest cable operator in the country. Comcast provides
cellular telephone services in the Northeast United States to markets
encompassing a population in excess of 7.4 million. The Company also has
investments in cable programming, telecommunications systems, and international
cable and telephony franchises.
Comcast's Class A and Class A Special Common Stock are traded on The Nasdaq
Stock Market under the symbols CMCSA and CMCSK, respectively.
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COMCAST CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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<CAPTION>
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30, JUNE 30,
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1994 1993 1994 1993
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Service Income................................... $340,640 $340,083 $669,343 $ 665,308
Costs and Expenses............................... 192,087 180,478 379,270 359,373
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Operating Cash Flow.............................. 148,553 159,605 290,073 305,935
Depreciation and Amortization.................... 83,249 88,499 160,494 176,172
Interest Expense, net............................ 68,535 82,356 142,649 162,066
Equity in Net Losses of Affiliates............... 8,869 6,446 18,515 12,817
Other (Income) Expense........................... (375) (48) (3,417) 743
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160,278 177,253 318,241 351,798
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Loss Before Income Taxes (Benefit), Extraordinary
Items and Cumulative Effect of Accounting
Changes........................................ (11,725) (17,648) (28,168) (45,863)
Income Taxes (Benefit)........................... 1,031 (519) 365 (4,878)
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Loss Before Extraordinary Items and Cumulative
Effect of Accounting Changes................... (12,756) (17,129) (28,533) (40,985)
Extraordinary Items.............................. 123 11,703
Cumulative Effect of Accounting Changes.......... 742,734
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Net Loss............................... ($12,879) ($17,129) ($40,236) ($783,719)
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Loss Per Share
Loss Before Extraordinary Items and Cumulative
Effect of Accounting Changes................ ($0.05) ($0.08) ($0.12) ($0.19)
Extraordinary Items............................ (0.05)
Cumulative Effect of Accounting Changes........ (3.53)
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Net Loss............................... ($0.05) ($0.08) ($0.17) ($3.72)
======== ======== ======== =========
Weighted Average Number of Shares Outstanding.... 238,829 215,741 233,648 210,444
======== ======== ======== =========
Cash Dividends per Share......................... $0.023 $0.023 $0.047 $0.047
======== ======== ======== =========
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CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(IN THOUSANDS)
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<CAPTION>
JUNE 30, DECEMBER 31,
1994 1993
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Cash, Cash Equivalents and Short-Term Investments.................. $ 313,523 $ 679,820
Other Current Assets............................................... 105,831 96,751
Investments, principally in affiliates............................. 736,069 665,208
Property and Equipment, net........................................ 1,007,622 1,020,987
Deferred Charges, net.............................................. 2,458,682 2,485,510
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Total Assets............................................. $4,621,727 $4,948,276
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Current Liabilities................................................ $ 451,226 $ 593,658
Long-term Debt, less current portion............................... 3,774,933 4,154,830
Deferred Income Taxes and Other.................................... 1,116,195 1,070,319
Stockholders' Deficiency........................................... (720,627) (870,531)
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Total Liabilities & Stockholders' Deficiency............. $4,621,727 $4,948,276
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